Gmh Communities Trust - Post-Effective Amendment to an S-8 filing (S-8 POS)
02 5월 2008 - 4:49AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 1, 2008
Registration Statement No. 333-150054
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GMH COMMUNITIES TRUST
(Exact name of Registrant as Specified in Its Charter)
Maryland
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20-1181390
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(State or Other
Jurisdiction
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(I.R.S. Employer
Identification No.)
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of Incorporation
or Organization)
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10 Campus
Boulevard
Newtown
Square, Pennsylvania 19073
(610)
355-8000
(Address, including zip code, and telephone number,
including area code, of Registrants principal executive
offices)
GMH MILITARY HOUSING MANAGEMENT LLC
NON-QUALIFIED DEFERRED COMPENSATION
PLAN
(Full Title of the Plan)
Joseph M. Macchione
Executive Vice President and General Counsel
GMH Communities Trust
10 Campus Boulevard
Newtown Square, Pennsylvania 19073
(610) 355-8000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
John T. Haggerty, Esq.
Goodwin Procter LLP
Exchange Place
53 State Street
Boston, MA
(617) 570-1000
TERMINATION OF REGISTRATION
This
Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8
(Registration No. 333-150054) of GMH Communities Trust (GMH).
On April 30,
2008, pursuant to the terms of that certain Securities Purchase Agreement (the Purchase
Agreement), by and among GMH, GMH Communities, LP, Balfour Beatty, Inc. and,
solely for purposes of Article 8 thereof, Balfour Beatty plc, GMH sold the
Companys military housing division through the sale of all of the issued and
outstanding capital stock and limited liability company interests of GMH
Communities TRS, Inc., GMH Military Housing Investments LLC and GMH AF
Housing Construction LLC (the Military Housing Sale).
The GMH Military Housing Management LLC Non-Qualified Deferred
Compensation Plan was adopted solely for the benefit of the management of the
Companys military housing division.
Therefore, i
n
connection with the Military Housing Sale, GMH hereby removes from registration
all of its securities registered pursuant to this Registration Statement that
remain unissued.
2
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, and Rule 478
thereunder, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this Post-Effective Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Newtown Square, Commonwealth of Pennsylvania, on this first day of May 2008.
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GMH COMMUNITIES TRUST
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By:
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/s/ Gary M.
Holloway, Sr.
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Gary M.
Holloway, Sr.
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Principal Executive
Officer
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Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
NAME
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TITLE
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DATE
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/s/ Gary M.
Holloway, Sr.
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President, Chief
Executive Officer
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May 1, 2008
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Gary M. Holloway, Sr.
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and Chairman of the Board of
Trustees (Principal Executive
Officer)
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/s/ J. Patrick OGrady
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Executive Vice
President and Chief
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May 1, 2008
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J. Patrick OGrady
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Financial Officer
(Principal
Financial Officer)
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*
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Trustee
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May 1, 2008
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Bruce F. Robinson
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*
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Trustee
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May 1, 2008
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Frederick F. Buchholz
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*
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Trustee
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May 1, 2008
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James W. Eastwood
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*
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Trustee
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May 1, 2008
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Michael D. Fascitelli
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*
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Trustee
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May 1, 2008
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Steven J. Kessler
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*
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Trustee
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May 1, 2008
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Denis J. Nayden
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*
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Trustee
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May 1, 2008
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Dennis J. OLeary
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*
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Trustee
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May 1, 2008
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Richard A. Silfen
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* By:
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/s/ Joseph M. Macchione
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Joseph M. Macchione
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Power-of-Attorney
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3
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